Common use of Superseding Adjustment Clause in Contracts

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above4(f), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment ad­justment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above4(f), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g4(f) above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the ---------------------- number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable Share Number and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in associated with such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the such prior adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above4(f), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable Share Number and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computationannulled. Upon the occurrence of an event set forth in this Section 4(g) above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, If at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Exercise Price(s) shall have been made pursuant to Section 4(e6(d) or Section 4(f6(e) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a re-computation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: : (iA) treating the number of Additional Shares shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iiB) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalentswarrants or rights or other convertible Securities; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Exercise Price(s) shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of in the number of shares of Common Stock for which issuable upon exercise of this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as on the result basis of the issuance of any issuance of warrants, other rights Options or Common Stock Equivalents, and Convertible Securities: (i) any such warrants or other rights, Options shall expire prior to exercise or the right of to convert or exchange any such Convertible Securities shall terminate prior to conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or exchange; or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to the terms of such Common Stock Equivalents, Options or Convertible Securities shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, decreased; then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and (without affecting any other adjustments resulting from any other events). Thereupon, a recomputation shall be made of the Additional Shares adjustment in the number of shares of Common Stock which were deemed to have been issued by virtue issuable upon exercise of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above, there shall be a recomputation made of the effect of such Common Stock Equivalents Warrant on the basis of: (iA) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of exercise, conversion or exchange, exchange of such Options or Convertible Securities as having been issued on the date or dates of any such exercise and/or conversion or exchange and for the consideration actually received and receivable therefor, and and (iiB) treating any such Common Stock Equivalents which Options or Convertible Securities that then remain outstanding as having been granted or issued immediately after the time of such increase of or decrease for the consideration per share for which shares of Common Stock or other property are issuable under upon exercise and/or conversion or exchange of such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be madeOptions or Convertible Securities, which new adjustment shall supersede the previous adjustment so rescinded and annulled. For purposes of the computation of such new adjustment, the Current Market Price shall be deemed to be the Current Market Price used in computing the previous adjustment.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) 4.4 or Section 4(f) 4.5 as the result of any issuance of warrants, other rights or Common Stock EquivalentsConvertible Securities, and either (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or such other Convertible Securities, shall be increased solely or decreased by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventcontained, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the then outstanding Warrants, but not on any then outstanding Warrant Stock, on the basis of: (ic) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iid) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulledwarrants or rights or other Convertible Securities.

Superseding Adjustment. (i) If, at any time after any adjustment of the number of shares of Common Stock for into which this Warrant is exercisable and the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) 4.4 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (ix) such warrants or other rights, or the right of conversion to exercise, convert or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be Equivalents shall not have been exercisedexpire unexercised, or (iiy) the conversion rate or consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such conversion rate or consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant any such previous adjustment adjustments to the Current Warrant Price and the number of shares of Common Stock for which this Warrant is exercisable shall be rescinded and annulled and the Additional Shares additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. . (ii) Upon the occurrence of an event set forth in this Section 4(g4.5(i) above, above there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares additional shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of exercise, conversion or exchangeexchange of such Common Stock Equivalents, as having been issued on the date or dates of any such exercise exercise, conversion or exchange and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the conversion rate or consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of to the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall have been made on the basis of the issuance of any options or rights, or convertible or exchangeable securities (or options or rights with respect to such securities) pursuant to Section 4(e6.04 hereof: (a) the options or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rights, shall expire prior to exercise or the right of conversion to convert or exchange in any such other Common Stock Equivalents, securities shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or terminate; or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to the terms of such Common Stock Equivalents, options or rights or convertible or exchangeable securities shall be increased solely or decreased, other than under or by virtue reason of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant designed to protect against dilution; such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computationannulled. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such options or rights or convertible or exchangeable securities with respect to shares of Common Stock Equivalents on the basis of: (iA) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise exercise, conversion or exchange of any such warrants or other options, rights or any such right of conversion or exchange, securities as having been issued on the date or dates of any such exercise exercise, conversion or exchange and for the consideration actually received and receivable therefortherefore, and and (iiB) treating any such Common Stock Equivalents options, rights or securities which then remain outstanding as having been granted or issued immediately after the time of such increase of or decrease for the consideration per share for which shares of Common Stock or other property are issuable under upon exercise, conversion or exchange of such Common Stock Equivalents; whereupon options, rights or securities. To the extent called for by the foregoing provisions of this Section 6.05 on the basis aforesaid, a new adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall be made, determined using the Exercise Price used at the time of the original determination, which new adjustment shall supersede the previous adjustment so rescinded and annulled. If the exercise, conversion or exchange price provided for in any such option, right or security shall decrease at any time under or by reason of provisions designed to protect against dilution, then in the case of the delivery of shares of Common Stock upon the exercise, conversion or exchange of any such option, right or security, the Stock Unit purchasable upon the exercise of a Warrant shall forthwith be adjusted in the manner which would have obtained had the adjustment made upon issuance of such option, right or security been made upon the basis of the issuance of (and the aggregate consideration received for) the shares of Common Stock delivered as aforesaid.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any sale or issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventEquivalents changes, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above4(f), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase change of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g4(f) above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment ad­justment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment ad­justment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and of the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) 4.4 or Section 4(f) 4.5 as the result of any issuance of warrants, other options, rights or Common Stock EquivalentsConvertible Securities, and (i) such warrants warrants, options or other rights, or the right of conversion or exchange in of such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants warrants, options or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents warrants, options or rights or Convertible Securities on the basis of: of (ia) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants warrants, options or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (iib) treating any such Common Stock Equivalents warrants, options or rights or any such Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; warrants, options or rights or other Convertible Securities, whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, If at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Exercise Price(s) shall have been made pursuant to Section 4(e) or Section 4(f6(d) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a re-computation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: : (iA) treating the number of Additional Shares shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iiB) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalentswarrants or rights or other convertible Securities; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Exercise Price(s) shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) 4.4 or Section 4(f) 4.5 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: (ic) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iid) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalentswarrants or rights or other Convertible Securities; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f4(c) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. (i) If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) 4.3 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (ix) such warrants or other rights, or the right of conversion to exercise, convert or exchange in all of such other Common Stock Equivalents, Equivalents shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercisedexpire unexercised, or (iiy) the conversion rate or consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such conversion rate or consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant then, unless any of such Common Stock Equivalents have previously been converted or exercised at the original price, any such previous adjustment adjustments to the Current Warrant Price shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. , provided, however, such readjustment to the Current Warrant Price described in this Section shall not effect any exercises of this Warrant effected at any time prior to such readjustment. (ii) Upon the occurrence of an event set forth in this Section 4(g4.4(i) above, above there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the conversion rate or consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of to the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. (i) If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) 4.4 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (ix) such warrants or other rights, or the right of conversion to exercise, convert or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be Equivalents shall not have been exercisedexpire unexercised, or (iiy) the conversion rate or consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such conversion rate or consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant any such previous adjustment adjustments to the Current Warrant Price shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. . (ii) Upon the occurrence of an event set forth in this Section 4(g4.5(i) above, above there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares additional shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of exercise, conversion or exchangeexchange of such Common Stock Equivalents, as having been issued on the date or dates of any such exercise exercise, conversion or exchange and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the conversion rate or consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of to the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. (i) If, at any time after any adjustment of the number of shares of Common Stock for into which this Warrant is exercisable and the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) 4.4 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (ix) such warrants or other rights, or the right of conversion to exercise, convert or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be Equivalents shall not have been exercisedexpire unexercised, or (iiy) the conversion rate or consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such conversion rate or consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant any such previous adjustment adjustments to the Current Warrant Price and the number of shares of Common Stock for which this Warrant is exercisable shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. . (ii) Upon the occurrence of an event set forth in this Section 4(g4.5(i) above, above there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of exercise, conversion or exchangeexchange of such Common Stock Equivalents, as having been issued on the date or dates of any such exercise exercise, conversion or exchange and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the conversion rate or consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of to the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above4(f), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment ad-justment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) 4.4 or Section 4(f) 4.5 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: (ic) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iid) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalentswarrants or rights or other Convertible Securities; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall have been made on the basis of the issuance of any options or rights, or convertible or exchangeable securities (or options or rights with respect to such securities) pursuant to Section 4(esubsection (d) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and hereof: (i) such warrants the options or other rights, rights shall expire prior to exercise or the right of conversion to convert or exchange in any such other Common Stock Equivalents, securities shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or terminate; or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to the terms of such Common Stock Equivalents, options or rights or convertible or exchangeable securities shall be increased solely or decreased, other than under or by virtue reason of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant designed to protect against dilution; such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computationannulled. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such options or rights or convertible or exchangeable securities with respect to shares of Common Stock Equivalents on the basis of: (iA) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise exercise, conversion or exchange of any such warrants or other options, rights or any such right of conversion or exchange, securities as having been issued on the date or dates of any such exercise exercise, conversion or exchange and for the consideration actually received and receivable therefortherefore, and and (iiB) treating any such Common Stock Equivalents options, rights or securities which then remain outstanding as having been granted or issued immediately after the time of such increase of or decrease for the consideration per share for which shares of Common Stock or other property are issuable under upon exercise, conversion or exchange of such Common Stock Equivalents; whereupon options, rights or securities. To the extent called for by the foregoing provisions of this Section 4(e) on the basis aforesaid, a new adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall be made, determined using the Current Market Price used at the time of the original determination, which new adjustment shall supersede the previous adjustment so rescinded and annulled. If the exercise, conversion or exchange price provided for in any such option, right or security shall decrease at any time under or by reason of provisions designed to protect against dilution, then in the case of the delivery of shares of Common Stock upon the exercise, conversion or exchange of any such option, right or security, the Stock Unit purchasable upon the exercise of a Warrant shall forthwith be adjusted in the manner which would have obtained had the adjustment made upon issuance of such option, right or security been made upon the basis of the issuance of (and the aggregate consideration received for) the shares of Common Stock delivered as aforesaid.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is the Warrants are exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f6(c) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above6(d), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional’ Shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is the Warrants are exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. (i) If, at any time after any adjustment of the Current Warrant Price and number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) 4.4 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (ix) such warrants or other rights, or the right of conversion to exercise, convert or exchange in all of such other Common Stock Equivalents, Equivalents shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercisedexpire unexercised, or (iiy) the conversion rate or consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such conversion rate or consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant then, unless any of such Common Stock Equivalents have previously been converted or exercised at the original price, any such previous adjustment adjustments to the Current Warrant Price and number of shares of Warrant Stock shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. . (ii) Upon the occurrence of an event set forth in this Section 4(g4.5(i) above, above there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the conversion rate or consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of to the Current Warrant Price and number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) 5.3 or Section 4(f) 5.4 as the result of any issuance of warrants, other rights or Common Stock EquivalentsConvertible Securities, and either (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or such other Convertible Securities, shall be increased solely or decreased by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventcontained, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the then outstanding Warrants, but not on any then outstanding Warrant Stock, on the basis of: (ic) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iid) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulledwarrants or rights or other Convertible Securities.

Superseding Adjustment. If, at any time after any adjustment of in the number of shares of Common Stock for which issuable upon exercise of this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as on the result basis of the issuance of any issuance of warrants, other rights Options or Common Stock Equivalents, and Convertible Securities: (i) any such warrants or other rights, Options shall expire prior to exercise or the right of to convert or exchange any such Convertible Securities shall terminate prior to conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or exchange; or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to the terms of such Common Stock Equivalents, Options or Convertible Securities shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, decreased; then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and (without affecting any other adjustments resulting from any other events). Thereupon, a recomputation shall be made of the Additional Shares adjustment in the number of shares of Common Stock which were deemed to have been issued by virtue issuable upon exercise of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above, there shall be a recomputation made of the effect of such Common Stock Equivalents Warrant on the basis of: (iA) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and exercise, (iiB) treating any such Common Stock Equivalents which Options or Convertible Securities that then remain outstanding as having been granted or issued immediately after the time of such increase of or decrease for the consideration per share for which shares of Common Stock or other property are issuable under upon exercise and/or conversion or exchange of such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be madeOptions or Convertible Securities, which new adjustment shall supersede the previous adjustment so rescinded and annulled. For purposes of the computation of such new adjustment, the Current Market Price shall be deemed to be the Current Market Price used in computing the previous adjustment.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Conversion Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f3.5(a)(vii) as the result of any issuance of warrants, other rights any Convertible Securities or Common Stock Equivalents, and (i) such warrants Convertible Securities or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants Convertible Securities or other rightsCommon Stock Equivalents, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Convertible Securities or Common Stock Equivalents, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant any such previous adjustment to the Conversion Price of the Note shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computationannulled. Upon the occurrence of an event set forth in this Section 4(g) above3.5(a)(ix), there shall be a recomputation made of the effect of such Convertible Securities or Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants Convertible Securities or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Convertible Securities or Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Convertible Securities or Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Conversion Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock Shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall have has been made pursuant to Section 4(e) 4.4 or Section 4(f) 4.5 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities: (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share Share for which shares of Common Stock Shares are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share Share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which that were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: : (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (ii) treating any such Common Stock Equivalents which warrants or rights or any such other Convertible Securities that then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share Share for which shares of Common Stock Shares or other property are issuable under such Common Stock Equivalents; warrants or rights or other Convertible Securities, whereupon a new adjustment of the number of shares of Common Stock Shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time (x) after any adjustment of in the number of shares issuable upon exercise of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Warrants shall have been made pursuant to Section 4(e12(b) or Section 4(f) as on the result basis of any the issuance of warrantsrights, other rights options or warrants entitling the holders thereof to subscribe for or purchase Common Stock Equivalents, and (i) such warrants or other rightssecurities convertible into or exchangeable for Common Stock, or (y) after new adjustments in the number of shares issuable upon exercise of the Warrants shall have been made pursuant to this Section 12(c), (1) the right of conversion conversion, exercise or exchange in such other Common Stock Equivalentsrights, options or warrants, or convertible or exchangeable securities shall expire, and all or a portion of such warrants or other rights, or the right of conversion conversion, exercise or exchange with in respect to of any or all or a portion of such other Common Stock Equivalentsrights, as the case may be options or warrants, or convertible or exchangeable securities shall not have been exercised, or and/or (ii2) the consideration per share for which shares of Common Stock are issuable pursuant to the terms of such Common Stock Equivalentsrights, options or warrants, or convertible or exchangeable securities shall be increased solely or decreased by virtue of provisions therein contained for an automatic increase in or by virtue of the conversion rate or exchange rate of such consideration per share security being changed upon the occurrence arrival of a specified date or eventthe happening of a specified event or by agreement between the Company and the holders of such securities, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computationannulled. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights, options or warrants, or convertible or exchangeable securities on the basis of: (i3) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion conversion, exercise or exchange, exchange as having been issued on the date or dates of any such exercise and for the consideration actually received and or receivable therefor, and treating the rights, options or warrants, or convertible or exchangeable securities which have expired and shall not have been exercised as if such securities had not been issued, and (ii4) with respect to securities as to which the consideration per share of Common Stock has been changed, treating any such Common Stock Equivalents rights, options or warrants or convertible or exchangeable securities which then remain outstanding as having been granted or issued immediately after the time of such increase of or decrease for the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon rights, options or warrants or convertible or exchangeable securities, and in each such case, a new adjustment of in the number of shares issuable upon exercise of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Warrants shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled. No adjustment in the number of shares issuable upon exercise of the Warrants pursuant to this Section 12(c) shall change the number of or otherwise affect any shares of Common Stock issued prior to such adjustment upon exercise of the Warrants.

Superseding Adjustment. i. If, at any time after any adjustment of the number of shares of Common Stock for into which this Warrant is exercisable and the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) 4.4 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (ix) such warrants or other rights, or the right of conversion to exercise, convert or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be Equivalents shall not have been exercisedexpire unexercised, or (iiy) the conversion rate or consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such conversion rate or consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant any such previous adjustment adjustments to the Current Warrant Price and the number of shares of Common Stock for which this Warrant is exercisable shall be rescinded and annulled and the Additional Shares additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. ii. Upon the occurrence of an event set forth in this Section 4(g4.6(i) above, above there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares additional shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of exercise, conversion or exchangeexchange of such Common Stock Equivalents, as having been issued on the date or dates of any such exercise exercise, conversion or exchange and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the conversion rate or consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of to the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is Class B Warrants are exercisable and the Current Class B Warrant Price then in effect shall have been made pursuant to Section 4(e) 5.3 or Section 4(f) 5.4 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Class B Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (ii) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalentswarrants or rights or other Convertible Securities; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is Class B Warrants are exercisable and the Current Class B Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall have been made pursuant to Section 4(e11(e) or Section 4(f11(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: (iiii) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iiiv) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalentswarrants or rights or other Convertible Securities; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this the Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) 2.5 or Section 4(f) 2.6 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities effective as of the date of such previous adjustment on the basis of: (i) treating the number of Additional Shares shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (ii) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; warrants or rights or other Convertible Securities, whereupon a new adjustment of the number of shares of Common Stock for which this the Warrant is exercisable and the Warrant Price then in effect shall be mademade effective as of the date of such previous adjustment, which new adjustment shall supersede the previous adjustment so rescinded and annulled. Any reduction in the number of shares of Common Stock for which the Warrant is exercisable as a result of this Section 2.7 shall be applied in its entirety to the number of shares of Common Stock for which the Warrant is exercisable as of the date such new adjustment is made.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock Shares for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) 4.4 or Section 4(f) 4.5 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share for which shares of Common Stock Shares are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Common Shares of Common Stock which that were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: (ic) treating the number of Additional Common Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iid) treating any such Common Stock Equivalents which warrants or rights or any such other Convertible Securities that then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock Shares or other property are issuable under such Common Stock Equivalentswarrants or rights or other Convertible Securities; whereupon a new adjustment of the number of shares of Common Stock Shares for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this a Warrant is exercisable and the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) 6.3 or Section 4(f) 6.4 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities: (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer shall be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: : (ic) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iid) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalentswarrants or rights or other Convertible Securities; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the Exercise Price and the number of shares Warrant Shares issuable upon exercise of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Warrants shall have been made pursuant to Section 4(e) or Section 4(f5.3(a) as the a result of any the issuance of warrantsOptions or Convertible Securities, other rights or Common Stock Equivalentsafter any new adjustment of the Exercise Price and the number of Warrant Shares shall have been made pursuant to this Section 5.3(b)(iv) (each of the foregoing, and a "previous adjustment"): (iA) such warrants or other rights, Options or the right of conversion or exchange in of such other Common Stock Equivalents, Convertible Securities shall expire, or be terminated or surrendered, and all or a portion of such warrants or other rights, Options or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercisedexercised or treated as having been exercised or otherwise canceled or acquired by the Company in connection with any settlement, including any cash settlement, of such Options or the rights of conversion or exchange of such Convertible Securities; or (iiB) there has been any change in the number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (including as a result of a change in the number of Convertible Securities issuable upon the exercise of such Options or the operation of antidilution provisions applicable thereto); or (C) the consideration per share for which shares of Common Stock are issuable pursuant to upon the exercise of such Common Stock EquivalentsOptions or upon the conversion or exchange of such Convertible Securities, or the maturity of such Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon changed; then the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares shares of Common Stock which were deemed to have been issued by virtue of and that gave rise to the computation made in connection with the previous adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computationissued. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect adjustment, if any, of the Exercise Price and the number of Warrant Shares issuable upon exercise of the Warrants as a consequence of such Common Stock Equivalents Options or Convertible Securities on the basis of: : (iD) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants Options or other rights or any such right of conversion or exchangeexchange (including Options or rights treated as exercised, otherwise cancelled or acquired in connection with any settlement), as having been issued on the date or dates of any such exercise issuance as determined for purposes of the previous adjustment and for the total amount of consideration actually received and receivable therefortherefor (determined in the manner described in Section 5.3(b)(ii) or (iii), and as the case may be); (iiE) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the maximum number of shares of Common Stock (1) issuable upon the exercise (or upon the conversion or exchange of Convertible Securities issuable upon the exercise) of all Options which then remain outstanding and (2) issuable upon the conversion or exchange of all Convertible Securities which then remain outstanding, as having been issued; and (F) making the computations called for which this Warrant is exercisable in Section 5.3(a) hereof on the basis of the revised terms of such outstanding Options or Convertible Securities, as the case may be, as if they were newly issued at the time of such revision. Any adjustment of the Exercise Price and the number of Warrant Price then in effect shall be made, which new adjustment Shares issuable upon exercise of the Warrants resulting from such recomputation shall supersede the previous adjustment so rescinded and annulledadjustment.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights rights, or Common Stock Equivalents, and (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which that were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth above in this Section 4(g) above4(f), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (ix) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights rights, or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (iiy) treating any such Common Stock Equivalents which that then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; , whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this a Warrant is exercisable and the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) 6.3 or Section 4(f) 6.4 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities: (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer shall be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: (ic) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iid) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalentswarrants or rights or other Convertible Securities; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment ad-justment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of to the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Conversion Price then in effect shall have been made pursuant to Section 4(e11.4(d) or Section 4(f11.4(e) above as the result of any issuance of warrants, other rights or Common Stock EquivalentsConvertible Securities, and either (i) such warrants or other rights, or the right of conversion or exchange in such of any other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or ; or (ii) the consideration per share Partnership Interest for which shares of Common Stock Partnership Interests are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share Partnership Interest upon the occurrence of a specified date or event, ; then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock Partnership Interests which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a re-computation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the Conversion Price on the basis of: (iiii) treating the number of Additional Shares of Common Stock Partnership Interests or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and therefor (iiincluding all amounts received in respect of the issuance or continuance of the validity of such warrants or rights or any such right of conversion or exchange); and (iv) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share Partnership Interest for which shares of Common Stock or other property Partnership Interests are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulledwarrants or rights or other Convertible Securities.

Superseding Adjustment. If, If at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f6(d) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and other Convertible Securities, (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a re-computation shall be a recomputation made of the effect of the issuance of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: : (iA) treating the number of Additional Shares shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iiB) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalentswarrants or rights or other convertible Securities; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Exercise Price(s) shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall have been made on the basis of the issuance of any options or rights, or convertible or exchangeable securities (or options or rights with respect to such securities) pursuant to Section 4(esubsection (d) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and hereof: (i) such warrants the options or other rights, rights shall expire prior to exercise or the right of conversion to convert or exchange in any such other Common Stock Equivalents, securities shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or terminate; or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to the terms of such Common Stock Equivalents, options or rights or convertible or exchangeable securities shall be increased solely or decreased, other than under or by virtue reason of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant designed to protect against dilution; such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computationannulled. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such options or rights or convertible or exchangeable securities with respect to shares of Common Stock Equivalents on the basis of: : (iA) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise exercise, conversion or exchange of any such warrants or other options, rights or any such right of conversion or exchange, securities as having been issued on the date or dates of any such exercise exercise, conversion or exchange and for the consideration actually received and receivable therefortherefore, and and (iiB) treating any such Common Stock Equivalents options, rights or securities which then remain outstanding as having been granted or issued immediately after the time of such increase of or decrease for the consideration per share for which shares of Common Stock or other property are issuable under upon exercise, conversion or exchange of such Common Stock Equivalents; whereupon options, rights or securities. To the extent called for by the foregoing provisions of this Section 4(e) on the basis aforesaid, a new adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall be made, determined using the Current Market Price used at the time of the original determination, which new adjustment shall supersede the previous adjustment so rescinded and annulled. If the exercise, conversion or exchange price provided for in any such option, right or security shall decrease at any time under or by reason of provisions designed to protect against dilution, then in the case of the delivery of shares of Common Stock upon the exercise, conversion or exchange of any such option, right or security, the Stock Unit purchasable upon the exercise of a Warrant shall forthwith be adjusted in the manner which would have obtained had the adjustment made upon issuance of such option, right or security been made upon the basis of the issuance of (and the aggregate consideration received for) the Shares of Common Stock delivered as aforesaid.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock Shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall have has been made pursuant to Section 4(e) 4.4 or Section 4(f) 4.5 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities: (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share Share for which shares of Common Stock Shares are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share Share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment adjustments shall be rescinded and annulled and the Additional Shares of Common Stock which that were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: : (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (ii) treating any such Common Stock Equivalents which warrants or rights or any such other Convertible Securities that then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share Share for which shares of Common Stock Shares or other property are issuable under such Common Stock Equivalents; warrants or rights or other Convertible Securities, whereupon a new adjustment of the number of shares of Common Stock Shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above4(f), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefortherefore, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is Class A Warrants are exercisable and the Current Class A Warrant Price then in effect shall have been made pursuant to Section 4(e) 5.3 or Section 4(f) 5.4 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Class A Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (ii) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalentswarrants or rights or other Convertible Securities; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is Class A Warrants are exercisable and the Current Class A Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth above in this Section 4(g) above), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the Exercise Price and the number of shares Warrant Shares issuable upon exercise of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Warrants shall have been made pursuant to Section 4(e) or Section 4(f5.3(a) as the a result of any the issuance of warrantsOptions or Convertible Securities, other rights or Common Stock Equivalentsafter any new adjustment of the Exercise Price and the number of Warrant Shares shall have been made pursuant to this Section 5.3(b)(iii) (each of the foregoing, and a “Previous Adjustment”): (iA) such warrants or other rights, Options or the right of conversion or exchange in of such other Common Stock Equivalents, Convertible Securities shall expire, or be terminated or surrendered, and all or a portion of such warrants or other rights, Options or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercisedexercised or treated as having been exercised or otherwise canceled or acquired by the Issuer in connection with any settlement, including any Cash settlement, of such Options or the rights of conversion or exchange of such Convertible Securities; (iiB) there has been any change in the number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (including as a result of a change in the number of Convertible Securities issuable upon the exercise of such Options or the operation of anti-dilution provisions applicable thereto); or (C) the consideration per share for which shares of Common Stock are issuable pursuant to upon the exercise of such Common Stock Equivalents, Options or upon the conversion or exchange of such Convertible Securities shall be increased solely by virtue changed; then, with respect to the unexercised portion of provisions therein contained for an automatic increase in such consideration per share upon any then outstanding Warrants, the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment Previous Adjustment shall be rescinded and annulled and the Additional Shares shares of Common Stock which were deemed to have been issued by virtue of and that gave rise to the computation made in connection with the adjustment so rescinded and annulled Previous Adjustment shall no longer be deemed to have been issued by virtue of such computationissued. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect adjustment, if any, of the Exercise Price and the number of Warrant Shares issuable upon exercise of such Common Stock Equivalents Warrants as a consequence of such Options or Convertible Securities on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.:

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) 4.4 as the result of any issuance of warrants, other rights or Common Stock EquivalentsConvertible Securities, and either (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or ; or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, ; then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the then outstanding Warrants, but not on any then outstanding Warrant Stock, on the basis of: (ic) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and ; and (iid) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulledwarrants or rights or other Convertible Securities.

Superseding Adjustment. If, at any time (x) after any adjustment of in the number of shares units issuable upon exercise of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Warrants shall have been made pursuant to Section 4(e11(b) or Section 4(f11(c) as on the result basis of any the issuance of warrantsrights, other rights options or warrants entitling the holders thereof to subscribe for or purchase Common Stock Equivalentsor securities convertible into or exchangeable for Common Stock, and or (y) after new adjustments in the number of units issuable upon exercise of the Warrants shall have been made pursuant to this Section 11(d). (i) such warrants or other rights, or the right of conversion conversion, exercise or exchange in such other Common Stock Equivalentsrights, options or warrants, or convertible or exchangeable securities shall expire, and all or a portion of such warrants or other rights, or the right of conversion conversion, exercise or exchange with in respect to of any or all or a portion of such other Common Stock Equivalentsrights, as the case may be options or warrants, or convertible or exchangeable securities shall not have been exercised, or and/or (ii) the consideration per share unit for which shares units of Common Stock are issuable pursuant to the terms of such Common Stock Equivalentsrights, options or warrants, or convertible or exchangeable securities shall be increased solely or decreased by virtue of provisions therein or by virtue of the conversion rate or exchange rate of such security being changed contained for an automatic increase or decrease in such consideration per share unit upon the occurrence arrival of a specified date or eventthe happening of a specified event or by agreement between Holdings and the holders of such securities, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computationannulled. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights, options or warrants, or convertible or exchangeable securities on the basis of: (iiii) treating the number of Additional Shares units of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion conversion, exercise or exchange, exchange as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and treating the rights, options or warrants, or convertible or exchangeable securities which have expired and shall not have been exercised as if such securities had not been issued, and (iiiv) with respect to securities as to which the consideration per unit of Common Stock has been changed, treating any such Common Stock Equivalents rights, options or warrants or convertible or exchangeable securities which then remain outstanding as having been granted or issued immediately after the time of such increase of or decrease for the consideration per share unit for which shares units of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon rights, options or warrants or convertible or exchangeable securities, and in each such case, a new adjustment of in the number of shares units issuable upon exercise of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Warrants shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled. No adjustment in the number of units issuable upon exercise of the Warrants pursuant to this Section 11(d) shall change the number of or otherwise affect any units of Common Stock issued prior to such adjustment upon exercise of the Warrants.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) 4.4 or Section 4(f) 4.5 as the result of any issuance of warrants, other rights or Common Stock EquivalentsConvertible Securities, and (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or other rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) 4.6 above, there shall be a recomputation made of the effect of such Common Stock Equivalents warrants, other rights or options or other Convertible Securities on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.,

Superseding Adjustment. IfTo the extent the Warrants have not been exercised, if, at any time after any adjustment of the Exercise Price and the number of shares Warrant Shares issuable upon exercise of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Warrants shall have been made pursuant to Section 4(e) or Section 4(f5.3(a) as the a result of any the issuance of warrantsOptions or Convertible Securities, other rights or Common Stock Equivalentsafter any new adjustment of the Exercise Price and the number of Warrant Shares shall have been made pursuant to this Section 5.3(b)(iv) (each of the foregoing, and a "previous adjustment"): -------- ---------- (iA) such warrants or other rights, Options or the right of conversion or exchange in of such other Common Stock Equivalents, Convertible Securities shall expire, or be terminated or surrendered, and all or a portion of such warrants or other rights, Options or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercisedexercised or treated as having been exercised or otherwise canceled or acquired by the Company in connection with any settlement, including any cash settlement, of such Options or the rights of conversion or exchange of such Convertible Securities; or (iiB) there has been any change in the number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (including as a result of a change in the number of Convertible Securities issuable upon the exercise of such Options or the operation of antidilution provisions applicable thereto); or (C) the consideration per share for which shares of Common Stock are issuable pursuant to upon the exercise of such Common Stock EquivalentsOptions or upon the conversion or exchange of such Convertible Securities, or the maturity of such Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon changed; then the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares shares of Common Stock which were deemed to have been issued by virtue of and that gave rise to the computation made in connection with the previous adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computationissued. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect adjustment, if any, of the Exercise Price and the number of Warrant Shares issuable upon exercise of the Warrants as a consequence of such Common Stock Equivalents Options or Convertible Securities on the basis of: : (iD) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants Options or other rights or any such right of conversion or exchangeexchange (including Options or rights treated as exercised, otherwise cancelled or acquired in connection with any settlement), as having been issued on the date or dates of any such exercise issuance as determined for purposes of the previous adjustment and for the total amount of consideration actually received and receivable therefortherefor (determined in the manner described in Section 5.3(b)(ii) or (iii), and as the case may be); (iiE) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the maximum number of shares of Common Stock (1) issuable upon the exercise (or upon the conversion or exchange of Convertible Securities issuable upon the exercise) of all Options which then remain outstanding and (2) issuable upon the conversion or exchange of all Convertible Securities which then remain outstanding, as having been issued; and (F) making the computations called for which this Warrant is exercisable in Section 5.3(a) hereof on the basis of the revised terms of such outstanding Options or Convertible Securities, as the case may be, as if they were newly issued at the time of such revision. Any such adjustment of the Exercise Price and the number of Warrant Price then in effect shall be made, which new adjustment Shares issuable upon exercise or conversion of the Warrants resulting from such recomputation shall supersede the previous adjustment so rescinded and annulledadjustment.

Superseding Adjustment. If, at any time after any adjustment of the Exercise Price and the number of shares Warrant Shares issuable upon exercise of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Warrants shall have been made pursuant to Section 4(e) or Section 4(f5.3(a) as the a result of any the issuance of warrantsOptions or Convertible Securities, other rights or Common Stock Equivalentsafter any new adjustment of the Exercise Price and the number of Warrant Shares shall have been made pursuant to this Section 5.3(b)(iv) (each of the foregoing, and a “previous adjustment”): (iA) such warrants or other rights, Options or the right of conversion or exchange in of such other Common Stock Equivalents, Convertible Securities shall expire, or be terminated or surrendered, and all or a portion of such warrants or other rights, Options or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercisedexercised or treated as having been exercised or otherwise canceled or acquired by the Company in connection with any settlement, including any cash settlement, of such Options or the rights of conversion or exchange of such Convertible Securities; or (iiB) there has been any change in the number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (including as a result of a change in the number of Convertible Securities issuable upon the exercise of such Options or the operation of antidilution provisions applicable to any such Options or Convertible Securities); or (C) the consideration per share for which shares of Common Stock are issuable pursuant to upon the exercise of such Common Stock Equivalents, Options or upon the conversion or exchange of such Convertible Securities shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon changed; then the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares shares of Common Stock which were deemed to have been issued by virtue of and that gave rise to the computation made in connection with the previous adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveissued, there and a recomputation shall be a recomputation made of the effect adjustment, if any, under Section 5.3(a) of the Exercise Price and the number of Warrant Shares issuable upon exercise of the Warrants as a consequence of such Common Stock Equivalents Options or Convertible Securities on the basis of: : (iD) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants Options or other rights or any such right of conversion or exchangeexchange (including Options or rights treated as exercised, otherwise cancelled or acquired in connection with any settlement) as having been issued on the date or dates of any such exercise and issuance as determined for the previous adjustment for the total amount of consideration actually received and receivable therefortherefor (determined in the manner described in Section 5.3(b)(ii) or (iii), and as the case may be); (iiE) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the maximum number of shares of Common Stock (1) issuable upon the exercise (or upon the conversion or exchange of Convertible Securities issuable upon the exercise) of all such Options which remain outstanding and (2) issuable upon the conversion or exchange of all such Convertible Securities which remain outstanding, as having been issued; and (F) making the computations called for which this Warrant is exercisable in Section 5.3(a) hereof on the basis of the revised terms of such outstanding Options or Convertible Securities, as the case may be, as if they were issued at the time of such revision. Any adjustment of the Exercise Price and the number of Warrant Price then in effect shall be made, which new adjustment Shares issuable upon exercise of the Warrants resulting from such recomputation shall supersede the previous adjustment so rescinded and annulledadjustment.

Superseding Adjustment. If, at any time after any adjustment of the Current Warrant Price and the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) 4.4 or Section 4(f) 4.5 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased or decreased solely by virtue of provisions therein contained for an automatic increase or decrease in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents warrants or rights or other Convertible Securities on the basis of: (ic) treating the number of Additional Shares of Common Stock or other propertyOther Property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iid) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease, as the case may be, of the consideration per share for which shares of Common Stock or other property Other Property are issuable under such Common Stock Equivalentswarrants or rights or other Convertible Securities; whereupon a new adjustment of the Current Warrant Price and the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be mademade pursuant to Section 4.4 or Section 4.5, as appropriate, which new adjustment shall supersede the previous adjustment so rescinded and annulled; PROVIDED, that no rescission or recomputation adjustment shall be made under this Section 4.6 in respect of any portion of this Warrant which has been exercised prior to the occurrence of any action otherwise requiring such rescission or recomputation adjustment.

Superseding Adjustment. If, at any time (x) after any adjustment of in the number of shares issuable upon exercise of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Warrants shall have been made pursuant to Section 4(e7(b) or Section 4(f7(c) as on the result basis of any the issuance of warrantsrights, other rights options ------------ ---- or warrants entitling the holders thereof to subscribe for or purchase Common Stock Equivalentsor securities convertible into or exchangeable for Common Stock, and or (y) after new adjustments in the number of shares issuable upon exercise of the Warrants shall have been made pursuant to this Section 7(d), ------------- (i) such warrants or other rights, or the right of conversion conversion, exercise or exchange in such other Common Stock Equivalentsrights, options or warrants, or convertible or exchangeable securities shall expire, and all or a portion of such warrants or other rights, or the right of conversion conversion, exercise or exchange with in respect to of any or all or a portion of such other Common Stock Equivalentsrights, as the case may be options or warrants, or convertible or exchangeable securities shall not have been exercised, or and/or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to the terms of such Common Stock Equivalentsrights, options or warrants, or convertible or exchangeable securities shall be increased solely or decreased by virtue of provisions therein or by virtue of the conversion rate or exchange rate of such security being changed contained for an automatic increase or decrease in such consideration per share upon the occurrence arrival of a specified date or eventthe happening of a specified event or by agreement between the Company and the holders of such securities, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computationannulled. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights, options or warrants, or convertible or exchangeable securities on the basis of: (iiii) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion conversion, exercise or exchange, exchange as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and treating the rights, options or warrants, or convertible or exchangeable securities which have expired and shall not have been exercised as if such securities had not been issued, and (iiiv) with respect to securities as to which the consideration per share of Common Stock has been changed, treating any such Common Stock Equivalents rights, options or warrants or convertible or exchangeable securities which then remain outstanding as having been granted or issued immediately after the time of such increase of or decrease for the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon rights, options or warrants or convertible or exchangeable securities, and in each such case, a new adjustment of in the number of shares issuable upon exercise of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Warrants shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled. No adjustment in the number of shares issuable upon exercise of the Warrants pursuant to this Section 7(d) ------------- shall change the number of or otherwise affect any shares of Common Stock issued prior to such adjustment upon exercise of the Warrants.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and of the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) 4.4 or Section 4(f) 4.5 as the result of any issuance of warrants, other options, rights or Common Stock EquivalentsConvertible Securities, and (i) such warrants warrants, options or other rights, or the right of conversion or exchange in of such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants warrants, options or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant than such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents warrants, options or rights or Convertible Securities on the basis of: of (ia) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants warrants, options or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (iib) treating any such Common Stock Equivalents warrants, options or rights or any such Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; warrants, options or rights or other Convertible Securities, whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, If at any time after any adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall have been made on the basis of the issuance of any options or rights, or convertible or exchangeable securities (or options or rights with respect to such securities) pursuant to Section 4(e5.03: (a) the options or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rights, shall expire prior to exercise or the right of conversion to convert or exchange in any such other Common Stock Equivalents, securities shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or terminate; or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to the terms of such Common Stock Equivalents, options or rights or convertible or exchangeable securities shall be increased solely or decreased, other than under or by virtue reason of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventdesigned to protect against dilution, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled annulled, and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above, there thereupon a recomputation shall be a recomputation made of the effect of such options or rights or convertible or exchangeable securities with respect to shares of Common Stock Equivalents on the basis of: : (iA) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise exercise, conversion or exchange of any such warrants or other options, rights or any such right of conversion or exchange, securities as having been issued on the date or dates of any such exercise exercise, conversion or exchange and for the aggregate consideration actually received and receivable therefor, and and (iiB) treating any such Common Stock Equivalents options, rights or securities which then remain outstanding as having been granted or issued immediately after the time of such increase of or decrease for the aggregate consideration per share for which shares of Common Stock or other property are issuable under upon exercise, conversion or exchange of such Common Stock Equivalents; whereupon options, rights or securities. To the extent called for by the foregoing provisions of this Section 5.04 on the basis aforesaid, a new adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall be mademade in accordance with Section 5.03, determined using the Current Market Value as determined at the time of the previous adjustment, which new adjustment shall supersede the previous adjustment so rescinded and annulled. If the exercise, conversion or exchange price provided for in any such option, right or security shall decrease at any time under or by reason of provisions designed to protect against dilution and there has been no anti-dilution adjustment under this Article V related to the same event, then in the case of the delivery of shares of Common Stock upon the exercise, conversion or exchange of any such option, right or security, the Stock Unit Warrant Agreement purchasable upon the exercise of a Warrant shall forthwith be adjusted (using a weighted average basis in accordance with the formula set forth in Section 5.03 and using the Current Market Value as determined at the time of initial issuance or sale thereof) in the manner which would have been obtained had the adjustment made upon issuance of such option, right or security been made upon the basis of the issuance of (and the aggregate consideration received for) the shares of Common Stock delivered as aforesaid.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) 4.3 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (ix) such warrants or other rights, or the right of conversion to exercise, convert or exchange in all of such other Common Stock Equivalents, Equivalents shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercisedexpire unexercised, or (iiy) the conversion rate or consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such conversion rate or consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant then, unless any of such Common Stock Equivalents have previously been converted or exercised at the original price, any such previous adjustment adjustments to the Current Warrant Price shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation, provided, however, such readjustment to the Current Warrant Price described in this Section shall not effect any exercises of this Warrant effected at any time prior to such readjustment. Upon the occurrence of an event set forth in this Section 4(g4.4(i) above, above there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the conversion rate or consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of to the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock Shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall have has been made pursuant to Section 4(e) 4.4 or Section 4(f) 4.5 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities: (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share Share for which shares of Common Stock Shares are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share Share upon the occurrence of a specified date or event, , (c) then for each outstanding Warrant such previous adjustment adjustments shall be rescinded and annulled and the Additional Shares of Common Stock which that were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: : (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (ii) treating any such Common Stock Equivalents which warrants or rights or any such other Convertible Securities that then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share Share for which shares of Common Stock Shares or other property are issuable under such Common Stock Equivalents; warrants or rights or other Convertible Securities, whereupon a new adjustment of the number of shares of Common Stock Shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above4(f), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock KL2:2446074.2 Equivalents; whereupon a new adjustment ad­justment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall have been made on the basis of the issuance of any options or rights, or convertible or exchangeable securities (or options or rights with respect to such securities) pursuant to Section 4(esubsection (d) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and hereof: (i) such warrants the options or other rights, rights shall expire prior to exercise or the right of conversion to convert or exchange in any such other Common Stock Equivalents, securities shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or terminate; or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to the terms of such Common Stock Equivalents, options or rights or convertible or exchangeable securities shall be increased solely or decreased, other than under or by virtue reason of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant designed to protect against dilution; 8 such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computationannulled. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such options or rights or convertible or exchangeable securities with respect to shares of Common Stock Equivalents on the basis of: (iA) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise exercise, conversion or exchange of any such warrants or other options, rights or any such right of conversion or exchange, securities as having been issued on the date or dates of any such exercise exercise, conversion or exchange and for the consideration actually received and receivable therefortherefore, and and (iiB) treating any such Common Stock Equivalents options, rights or securities which then remain outstanding as having been granted or issued immediately after the time of such increase of or decrease for the consideration per share for which shares of Common Stock or other property are issuable under upon exercise, conversion or exchange of such Common Stock Equivalents; whereupon options, rights or securities. To the extent called for by the foregoing provisions of this Section 4(e) on the basis aforesaid, a new adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall be made, determined using the Current Market Price used at the time of the original determination, which new adjustment shall supersede the previous adjustment so rescinded and annulled. If the exercise, conversion or exchange price provided for in any such option, right or security shall decrease at any time under or by reason of provisions designed to protect against dilution, then in the case of the delivery of shares of Common Stock upon the exercise, conversion or exchange of any such option, right or security, the Stock Unit purchasable upon the exercise of a Warrant shall forthwith be adjusted in the manner which would have obtained had the adjustment made upon issuance of such option, right or security been made upon the basis of the issuance of (and the aggregate consideration received for) the shares of Common Stock delivered as aforesaid.

Superseding Adjustment. (a) If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) 4.4 or Section 4(f) 4.5 as the result of any issuance of warrants, other rights or Common Stock EquivalentsConvertible Securities, and (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expireexpire or be rescinded or canceled or be determined to be illegal, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercisedexercised (because they have expired, been rescinded or (ii) the consideration per share for which shares of Common Stock are issuable pursuant canceled or determined to such Common Stock Equivalentsbe illegal), shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventthen, then for each outstanding Warrant Warrant: (i) such previous adjustment to the Warrant made with respect to the issuance of such warrants, rights or Convertible Securities shall be rescinded and annulled and the any Additional Shares of Common Stock which were deemed to have been issued (but not in fact issued) by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon ; and (ii) a new adjustment of the occurrence number of an event set forth in shares of Common Stock for which this Section 4(g) above, there Warrant is exercisable and the Current Warrant Price shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: : (A) treating any Additional Shares of Common Stock which were in fact issued pursuant to such warrants, rights or Convertible Securities as having been issued for the consideration per share which was received; and (B) treating any such warrants or rights or Convertible Securities (if any) which then remain outstanding and are not expired, rescinded, canceled or declared illegal as having been newly granted or issued immediately after the time of such expiration, rescinding, cancellation or declaration of illegality and treating the number of Additional Shares of Common Stock or other property issuable pursuant to such warrants, rights or Convertible Securities as having been issued on such date for the consideration receivable therefor thereunder on such date. (b) If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall have been made pursuant to Section 4.4 or Section 4.5 as the result of any issuance of warrants, rights or Convertible Securities, the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights or Convertible Securities shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event then, for each outstanding Warrant: (i) such previous adjustment made with respect to the issuance of such warrants, rights or Convertible Securities shall be rescinded and annulled and any Additional Shares of Common Stock which were deemed to have been issued (but not in fact issued) by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation; and (ii) a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be made on the basis of: (A) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, Convertible Securities as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and ; and (iiB) treating any such Common Stock Equivalents warrants or rights or Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of warrants or rights or other Convertible Securities and treating the number of shares Additional Shares of Common Stock or other property issuable pursuant to such warrants, rights or Convertible Securities as having been issued on such date for which this Warrant is exercisable and the Warrant Price then consideration receivable therefor after giving effect to such increase in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulledconsideration per share.

Superseding Adjustment. If, If at any time after any adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall have been made on the basis of the issuance of any options or rights, or convertible or exchangeable securities (or options or rights with respect to such securities) pursuant to Section 4(e5.04: (a) the options or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rights, shall expire prior to exercise or the right of conversion to convert or exchange in any such other Common Stock Equivalents, securities shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or terminate; or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to the terms of such Common Stock Equivalents, options or rights or convertible or exchangeable securities shall be increased solely or decreased, other than under or by virtue reason of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventdesigned to protect against dilution, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveannulled, there thereupon a recomputation shall be a recomputation made of the effect of such options or rights or convertible or exchangeable securities with respect to shares of Common Stock Equivalents on the basis of: : (i) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise exercise, conversion or exchange of any such warrants or other options, rights or any such right of conversion or exchange, securities as having been issued on the date or dates of any such exercise exercise, conversion or exchange and for the consideration actually received and receivable therefortherefore, and and (ii) treating any such Common Stock Equivalents options, rights or securities which then remain outstanding as having been granted or issued immediately after the time of such increase of or decrease for the consideration per share for which shares of Common Stock or other property are issuable under upon exercise, conversion or exchange of such Common Stock Equivalents; whereupon options, rights or securities. To the extent called for by the foregoing provisions of this Section 5.05 on the basis aforesaid, a new adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall be mademade in accordance with Section 5.04, determined using the Current Market Value or fair market value, as applicable, used at the time of the original determination, which new adjustment shall supersede the previous adjustment so rescinded and annulled. If the exercise, conversion or exchange price provided for in any such option, right or security shall decrease at any time under or by reason of provisions designed to protect against dilution, then in the case of the delivery of shares of Common Stock upon the exercise, conversion or exchange of any such option, right or security, the Stock Unit purchasable upon the exercise of a Warrant shall forthwith be adjusted on the basis of the aggregate consideration received for such exercise, conversion or exchange.

Superseding Adjustment. If(i) the consideration paid or payable to the Corporation, at any time after any adjustment of or the number of shares of Common Stock for which this Warrant is exercisable and issuable, upon the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrantsexercise, other rights or Common Stock Equivalents, and (i) such warrants or other rights, or the right of conversion or exchange of the Rights or Convertible Securities in respect of which such other Common Stock Equivalentsadjustment was made is increased, shall expire, and all or a portion in the case of such warrants or other rightsconsideration, or decreased in the right of conversion or exchange with respect to all or a portion case of such other Common Stock Equivalentsnumber of shares, by virtue of provisions contained therein for an automatic increase or decrease (as the case may be shall not have been exercised, or (iibe) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and any amendment or modification of or departure from the Additional Shares of Common Stock which were deemed to have been issued terms thereof previously in effect or otherwise (other than under or by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence reason of an event resulting in a change pursuant to the provisions set forth in this Section 4(g) abovethe documents governing such Rights or Convertible Securities designed to protect against dilution, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable which event also results in an adjustment pursuant to this Article III), the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise adjustments to Warrant Price and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of ----------- the number of shares of Common Stock issuable upon exercise of each Warrant computed upon the original issuance thereof (or upon the taking of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be readjusted to the Warrant Price and number of shares issuable upon exercise of a single Warrant which would then be in effect had such adjustment originally been made on the basis that such increased or decreased consideration payable or such increased or decreased number of shares of Common Stock issued or issuable was the consideration payable or the number of shares issued or issuable in respect of such outstanding Rights or Convertible Securities which are actually outstanding on the effective time of such increase or decrease (but no such readjustment shall be made with respect to any Rights or Convertible Securities which for any reason no longer are outstanding as of such time); or (ii) any Rights or any rights of conversion or exchange under Convertible Securities in respect of which such adjustment was made shall expire without having been fully exercised, the Warrant Price computed upon the original grant, issuance or sale thereof or upon the taking of a record date with respect thereto (as the case may be), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if: (A) in the case of such Rights or Convertible Securities, the only Additional Shares of Common Stock issued were the shares of Common Stock, if any, actually issued upon the exercise of such Rights or the conversion or exchange of such Convertible Securities and the consideration received for such Additional Shares of Common Stock was, in the case of Rights, the consideration actually received by the Corporation for the grant, issuance or sale of all such Rights, whether or not exercised, plus the consideration actually received by the Corporation upon such exercise, or, in the case of Convertible Securities, the consideration actually received by the Corporation for the issuance or sale of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Cor poration upon such conversion or exchange; and (B) in the case of any such Rights for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issuance or sale of such Rights, and the consideration received by the Corporation for the Additional Shares of Common Stock deemed to have been then issued was the consideration actually received by the Corporation for the grant, issuance or sale of all such Rights, whether or not exercised, plus the additional consideration, if any, actually received by the Corporation upon the issuance or sale of the Convertible Securities with respect to which such Rights were actually exercised. (b) When Readjustment is Not to be Made. No readjustment pursuant to ----------------------------------- this Section 3.7 shall have the effect of (i) decreasing the number of shares of ----------- Common Stock or the amounts of other Warrant Securities, cash or other property for which this any Warrant is exercisable below the number of such shares and the amounts of such other Warrant Securities, cash and property for which such Warrant would have been exercisable if the original adjustment had not been made, but all subsequent adjustments, if any, required by this Article IV had ---------- been made or (ii) requiring any surrender, return or redelivery of any shares of Common Stock, other Conversion Securities, cash or other property delivered upon any exercise of any Warrant prior to the time such readjustment is made, requiring that the exercising holder or any subsequent holder of any such shares of Common Stock, Warrant Securities or other property make any payment to the Corporation or otherwise affecting such shares of Common Stock, other Warrant Securities or other property or the rights or obligations of the exercising Holder or any such subsequent holder with respect thereto. From and after any adjustment or adjustments provided for in this Section 3.7, the Warrants and the ----------- Warrant Price then shall continue to be subject to further adjustment as provided in this Article III. ----------- (c) Adjustment When No Adjustment Was Previously Made. If, at any ------------------------------------------------- time after any grant, sale or other issuance of any Rights or Convertible Securities for which an adjustment of the Conversion Rate shall not have been required to be made pursuant to the provisions of Section 3.5 or Section 3.6 (as ----------- ----------- the case may be), the consideration paid or payable to the Corporation upon the exercise of such Rights or Convertible Securities is decreased, or the number of shares of Common Stock issued or issuable upon the exercise of such Rights or Convertible Securities is increased, in either case by virtue of provisions contained therein for an automatic decrease or increase (as the case may be) upon the occurrence of a specified date or event, any amendment or modification of or departure from the terms thereof previously in effect shall be madeor otherwise (other than under or by reason of an event resulting in a change pursuant to the provisions set forth in the documents governing such Rights or Convertible Securities designed to protect against dilution, which event also results in an adjustment pursuant to this (Article III), then such event shall, for purposes ----------- of Section 3.5 (in the case of such Rights) or Section 3.6 (in the case of such ----------- ----------- Convertible Securities) be deemed to be a new adjustment shall supersede issuance, as of the previous adjustment so rescinded and annulleddate of the effectiveness of such decrease or increase (as the case may be) of Rights or Convertible Securities having terms reflecting such changes.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) 4.6 or Section 4(f) 4.7 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: (ic) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iid) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalentswarrants or rights or other Convertible Securities; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the Exercise Price and the number of shares Warrant Shares issuable upon exercise of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Warrants shall have been made pursuant to Section 4(e) or Section 4(f5.3(a) as the a result of any the issuance of warrantsOptions or Convertible Securities, other rights or Common Stock Equivalentsafter any new adjustment of the Exercise Price and the number of Warrant Shares shall have been made pursuant to this Section 5.3(b)(iii) (each of the foregoing, and a “Previous Adjustment”): (iA) such warrants or other rights, Options or the right of conversion or exchange in of such other Common Stock Equivalents, Convertible Securities shall expire, or be terminated or surrendered, and all or a portion of such warrants or other rights, Options or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercisedexercised or treated as having been exercised or otherwise canceled or acquired by the Issuer in connection with any settlement, including any Cash settlement, of such Options or the rights of conversion or exchange of such Convertible Securities; (iiB) there has been any change in the number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (including as a result of a change in the number of Convertible Securities issuable upon the exercise of such Options or the operation of anti-dilution provisions applicable thereto); or (C) the consideration per share for which shares of Common Stock are issuable pursuant to upon the exercise of such Common Stock Equivalents, Options or upon the conversion or exchange of such Convertible Securities shall be increased solely by virtue changed; then, with respect to the unexercised portion of provisions therein contained for an automatic increase in such consideration per share upon any then outstanding Warrants, the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment Previous Adjustment shall be rescinded and annulled and the Additional Shares shares of Common Stock which were deemed to have been issued by virtue of and that gave rise to the computation made in connection with the adjustment so rescinded and annulled Previous Adjustment shall no longer be deemed to have been issued by virtue of such computationissued. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect adjustment, if any, of the Exercise Price and the number of Warrant Shares issuable upon exercise of such Common Stock Equivalents Warrants as a consequence of such Options or Convertible Securities on the basis of: : (i1) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants Options or other rights or any such right of conversion or exchangeexchange (including Options or rights treated as exercised, otherwise cancelled or acquired in connection with any settlement), as having been issued on the date or dates of any such exercise issuance as determined for purposes of the Previous Adjustment and for the total amount of consideration actually received and receivable therefor, and therefor (determined in the manner described in Section 5.3(b)(i) or (ii), as the case may be); (2) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the maximum number of shares of Common Stock (x) issuable upon the exercise (or upon the conversion or exchange of Convertible Securities issuable upon the exercise) of all Options which then remain outstanding and (y) issuable upon the conversion or exchange of all Convertible Securities which then remain outstanding, as having been issued; and (3) making the computations called for which this Warrant is exercisable in Section 5.3(a) hereof on the basis of the revised terms of such outstanding Options or Convertible Securities, as the case may be, as if they were newly issued at the time of such revision. Any adjustment of the Exercise Price and the number of Warrant Price then in effect shall be made, which new adjustment Shares issuable upon exercise of the Warrants resulting from such recomputation shall supersede the previous adjustment so rescinded and annulledPrevious Adjustment.

Superseding Adjustment. If, at any time after any adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall have been made pursuant to Section 4(e) or Section 4(f) as on the result basis of the issuance of any issuance of warrants, other rights options or Common Stock Equivalents, and (i) such warrants or other rights, or convertible or exchangeable securities (or options or rights with respect to such securities) pursuant to section 6.04 hereof: (a) the right of conversion options or exchange in such other Common Stock Equivalents, rights shall expire, and all or a portion of such warrants or other rights, expire prior to exercise or the right of conversion to convert or exchange with respect to all or a portion of any such other Common Stock Equivalents, as the case may be securities shall not have been exercised, or terminate; or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to the terms of such Common Stock Equivalents, options or rights or convertible or exchangeable securities shall be increased solely or decreased, other than under or by virtue reason of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant designed to protect against dilution; such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computationannulled. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such options or rights or convertible or exchangeable securities with respect to shares of Common Stock Equivalents on the basis of: (iA) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise exercise, conversion or exchange of any such warrants or other options, rights or any such right of conversion or exchange, securities as having been issued on the date or dates of any such exercise exercise, conversion or exchange and for the consideration actually received and receivable therefortherefore, and and (iiB) treating any such Common Stock Equivalents options, rights or securities which then remain outstanding as having been granted or issued immediately after the time of such increase of or decrease for the consideration per share for which shares of Common Stock or other property are issuable under upon exercise, conversion or exchange of such Common Stock Equivalents; whereupon options, rights or securities. To the extent called for by the foregoing provisions of this Section 6.05 on the basis aforesaid, a new adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall be made, determined using the Fair Market Value used at the time of the original determination, which new adjustment shall supersede the previous adjustment so rescinded and annulled. If the exercise, conversion or exchange price provided for in any such option, right security shall decrease at any time under or by reason of provisions designed to protect against dilution, then in the case of the delivery of shares of Common Stock upon the exercise, conversion or exchange of any such option, right or security, the Stock Unit purchasable upon the exercise of a Warrant shall forthwith be adjusted in the manner which would have obtained had the adjustment made upon issuance of such option, right or security been made upon the basis of the issuance of (and the aggregate consideration received for) the shares of Common Stock delivered as aforesaid.

Superseding Adjustment. IfPrior to the second anniversary of the date hereof, if, at any time after any adjustment of the number of shares of Common Stock Shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall have has been made pursuant to Section 4(e) 4.4 or Section 4(f) 4.5 as the result of any issuance of warrants, other rights Rights or Common Stock Equivalents, and Convertible Securities: (ia) such warrants or other rightsRights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rightsRights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share Share for which shares of Common Stock Shares are issuable pursuant to such Common Stock Equivalentswarrants or Rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share Share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which that were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: : (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (ii) treating any such Common Stock Equivalents which warrants or Rights or any such other Convertible Securities that then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share Share for which shares of Common Stock Shares or other property are issuable under such Common Stock Equivalents; warrants or Rights or other Convertible Securities, whereupon a new adjustment of the number of shares of Common Stock Shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of to the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall have been made pursuant to Section 4(esubparagraphs (d), (e) or Section 4(f(f) above as the result of any issuance of warrants, other rights or Common Stock EquivalentsConvertible Securities, and either (i) such warrants or other rights, or the right of conversion or exchange in such any other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or ; or (ii) the consideration per share for which shares of Class B Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, ; then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Class B Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the Exercise Price on the basis of: (iiii) treating the number of Additional Shares of Class B Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and ; and (iiiv) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Class B Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulledwarrants or rights or other Convertible Securities.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this the Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) 2.5 or Section 4(f) 2.6 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities effective as of the date of such previous adjustment on the basis of: (iA) treating the number of Additional Shares shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iiB) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; warrants or rights or other Convertible Securities, whereupon a new adjustment of the number of shares of Common Stock for which this the Warrant is then exercisable and the Warrant Price then in effect shall be mademade effective as of the date of such previous adjustment, which new adjustment shall supersede the previous adjustment so rescinded and annulled. Any reduction in the number of shares of Common Stock for which the Warrant is exercisable as a result of this Section 2.7 shall be applied in its entirety to the number of shares of Common Stock for which the Warrant is exercisable as of the date such new adjustment is made, provided that no such superseding adjustment shall require the Holder to pay any additional amounts in respect of any Warrant previously exercised or to return any Warrant Shares (as such term is defined in Section 5.1 below).

Superseding Adjustment. If, at any time after any adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall have been made on the basis of the issuance of any options or rights, or convertible or exchangeable securities (or options or rights with respect to such securities) pursuant to Section 4(esubsection (d) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and hereof: (i) such warrants the options or other rights, rights shall expire prior to exercise or the right of conversion to convert or exchange in any such other Common Stock Equivalents, securities shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or terminate; or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to the terms of such Common Stock Equivalents, options or rights or convertible or exchangeable securities shall be increased solely or decreased, other than under or by virtue reason of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant designed to protect against dilution; 10 such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computationannulled. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such options or rights or convertible or exchangeable securities with respect to shares of Common Stock Equivalents on the basis of: (iA) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise exercise, conversion or exchange of any such warrants or other options, rights or any such right of conversion or exchange, securities as having been issued on the date or dates of any such exercise exercise, conversion or exchange and for the consideration actually received and receivable therefortherefore, and and (iiB) treating any such Common Stock Equivalents options, rights or securities which then remain outstanding as having been granted or issued immediately after the time of such increase of or decrease for the consideration per share for which shares of Common Stock or other property are issuable under upon exercise, conversion or exchange of such Common Stock Equivalents; whereupon options, rights or securities. To the extent called for by the foregoing provisions of this Section 4(e) on the basis aforesaid, a new adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall be made, determined using the Current Market Price used at the time of the original determination, which new adjustment shall supersede the previous adjustment so rescinded and annulled. If the exercise, conversion or exchange price provided for in any such option, right or security shall decrease at any time under or by reason of provisions designed to protect against dilution, then in the case of the delivery of shares of Common Stock upon the exercise, conversion or exchange of any such option, right or security, the Stock Unit purchasable upon the exercise of a Warrant shall forthwith be adjusted in the manner which would have obtained had the adjustment made upon issuance of such option, right or security been made upon the basis of the issuance of (and the aggregate consideration received for) the shares of Common Stock delivered as aforesaid.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f4(c) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g4(d) above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable Share Number and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Preferred Stock Equivalents, and (i) such warrants or other rightsPreferred Stock Equivalents, or the right of conversion or exchange in associated with such other Common Preferred Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Preferred Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Preferred Stock are issuable pursuant to such Common Preferred Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Preferred Stock which were deemed to have been issued by virtue of the computation made in connection with the such prior adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above4(f), there shall be a recomputation made of the effect of such Common Preferred Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Preferred Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Preferred Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Preferred Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Preferred Stock or other property are issuable under such Common Preferred Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable Share Number and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, If at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Exercise Price(s) shall have been made pursuant to Section 4(e6(d) or Section 4(f6(e) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a re-computation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: : (iA) treating the number of Additional Shares shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefortherefore, and and (iiB) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalentswarrants or rights or other convertible Securities; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Exercise Price(s) shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above4(f), there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock KL2:2446073.2 Equivalents; whereupon a new adjustment ad­justment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) 4.4 or Section 4(f) 4.5 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded 10 191 and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: (ic) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iid) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalentswarrants or rights or other Convertible Securities; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Purchase Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f3(a) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (ix) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (iiy) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g3(d) above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Purchase Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. (i) If, at any time after any adjustment of the number of shares of Common Stock for into which this Warrant is exercisable and the Warrant Current Common Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) 5.4 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (ix) such warrants or other rights, or the right of conversion to exercise, convert or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be Equivalents shall not have been exercisedexpire unexercised, or (iiy) the conversion rate or consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such conversion rate or consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant any such previous adjustment adjustments to the Current Common Price and the number of shares of Common Stock for which this Warrant is exercisable shall be rescinded and annulled and the Additional Shares additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. . (ii) Upon the occurrence of an event set forth in this Section 4(g5.5(i) above, above there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares additional shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of exercise, conversion or exchangeexchange of such Common Stock Equivalents, as having been issued on the date or dates of any such exercise exercise, conversion or exchange and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the conversion rate or consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of to the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Current Common Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock Shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall have been made pursuant to Section 4(e) 3.3 or Section 4(f) 3.4 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and convertible securities. (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock Equivalentsconvertible securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalentsconvertible securities, as the case may be be, shall not have been exercised, or ; or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or other rights, or the terms of such other convertible securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding as to this Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents warrants, other rights or options or other convertible securities on the basis of: (i) of treating the number of Additional Shares additional shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents warrants or other rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalentswarrants or other rights or other convertible securities; whereupon a new adjustment of the number of shares of Common Stock Shares for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, If at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Exercise Price(s) shall have been made pursuant to Section 4(e) or Section 4(f6(d) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a re-computation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: : (iA) treating the number of Additional Shares shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iiB) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalentswarrants or rights or other convertible Securities; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Exercise Price(s) shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled. (e) No adjustment in the Warrant Exercise Price shall be required unless such adjustment would require an increase or decrease of at least One Cent ($0.01) in such price; provided, however, that any adjustments which by reason of this Section 6(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 6(f) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (f) The Company may retain a firm of independent public accountants of recognized standing selected by the Board (who may be the regular accountants employed by the Company) to make any computation required by this Section 6. (g) In the event that at any time, as a result of an adjustment made pursuant to Section 6(a), (b) or (c) of this Warrant, the Holder of any Warrant thereafter shall become entitled to receive any shares of the Company's capital stock, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Sections 6(a) through (h), inclusive, of this Warrant. (h) Notwithstanding the foregoing, no adjustment pursuant to this Section 6 shall be effected due to, or as a result of, any Permitted Issuances.

Superseding Adjustment. If, at any time (x) after any adjustment of in the number of shares issuable upon exercise of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Warrants shall have been made pursuant to Section 4(e6(b) or Section 4(f) as on the result basis of any the issuance of warrants, other rights Convertible Securities or Common Stock Equivalents, and (y) after new adjustments in the number of shares issuable upon exercise of the Warrants shall have been made pursuant to this Section 6(c), (i) such warrants or other rights, or the right of conversion conversion, exercise or exchange in such other Common Stock Equivalents, Convertible Securities shall expire, and all or a portion of such warrants or other rights, or the right of conversion conversion, exercise or exchange with in respect to of any or all or a portion of such other Common Stock Equivalents, as the case may be Convertible Securities shall not have been exercised, or and/or (ii) the consideration per share for which which, or the number of, shares of Common Stock are issuable pursuant to the terms of such Common Stock Equivalents, Convertible Securities shall be increased solely or decreased by virtue of provisions therein contained for an automatic increase in or by virtue of the conversion rate or exchange rate of such consideration per share security being changed upon the occurrence arrival of a specified date or eventthe happening of a specified event or by agreement between Holdings and the holders of such securities, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computationannulled. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights, options or warrants, or convertible or exchangeable securities on the basis of: (iA) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion conversion, exercise or exchange, exchange as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and treating the Convertible Securities that have expired and have not been exercised as if such securities had not been issued, and (iiB) with respect to securities as to which the consideration per share of Common Stock or the number of shares of Common Stock issuable has been changed, treating any such Common Stock Equivalents which Convertible Securities that then remain outstanding as having been granted or issued immediately after the time of such increase of or decrease for the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon Convertible Securities, and in each such case, a new adjustment of in the number of shares Warrant Shares issuable upon exercise of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Warrants shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled. No adjustment in the number of Warrant Shares issuable upon exercise of the Warrants pursuant to this Section 6(c) shall change the number of or otherwise affect any shares of Common Stock issued prior to such adjustment upon exercise of the Warrants.

Superseding Adjustment. If, at any time after any adjustment of the Current Warrant Price and the number of shares Common Shares issuable upon exercise of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e5(d) or Section 4(f5(e) hereof as the result of any issuance of warrants, other rights or Common Stock Equivalents, Convertible Securities and either (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, exercised or (ii) the consideration per share for which shares of Common Stock Shares are issuable pursuant to such Common Stock Equivalentswarrants or rights, or such other Convertible Securities, shall be increased solely or decreased by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventcontained, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Common Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents warrants or rights or other Convertible Securities on this Warrant on the basis of: of (ix) treating the number of Additional Common Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, therefor and (iiy) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock Shares or other property are issuable under such Common Stock Equivalents; warrants or rights or other Convertible Securities, whereupon a new adjustment of the Current Warrant Price and the number of shares Common Shares issuable upon exercise of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be mademade pursuant to Section 5(d) or 5(e) hereof, as appropriate, which new adjustment shall supersede the previous adjustment so rescinded and annulled; provided, however, that no rescission or recomputation adjustment shall be made under this Section 5(f) in respect of any portion of this Warrant which has been exercised prior to the occurrence of any action otherwise requiring such rescission or recomputation adjustment.

Superseding Adjustment. If, at any time after any adjustment of the Exercise Price and the number of shares Warrant Shares issuable upon exercise of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Warrants shall have been made pursuant to Section 4(e) or Section 4(f5.3(a) as the a result of any the issuance of warrantsOptions or Convertible Securities, other rights or Common Stock Equivalentsafter any new adjustment of the Exercise Price and the number of Warrant Shares shall have been made pursuant to this Section 5.3(b)(iii) (each of the foregoing, and a "Previous Adjustment"): (iA) such warrants or other rights, Options or the right of conversion or exchange in of such other Common Stock Equivalents, Convertible Securities shall expire, or be terminated or surrendered, and all or a portion of such warrants or other rights, Options or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercisedexercised or treated as having been exercised or otherwise canceled or acquired by the Issuer in connection with any settlement, including any Cash settlement, of such Options or the rights of conversion or exchange of such Convertible Securities; (iiB) there has been any change in the number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (including as a result of a change in the number of Convertible Securities issuable upon the exercise of such Options or the operation of anti-dilution provisions applicable thereto); or (C) the consideration per share for which shares of Common Stock are issuable pursuant to upon the exercise of such Common Stock Equivalents, Options or upon the conversion or exchange of such Convertible Securities shall be increased solely by virtue changed; then, with respect to the unexercised portion of provisions therein contained for an automatic increase in such consideration per share upon any then outstanding Warrants, the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment Previous Adjustment shall be rescinded and annulled and the Additional Shares shares of Common Stock which were deemed to have been issued by virtue of and that gave rise to the computation made in connection with the adjustment so rescinded and annulled Previous Adjustment shall no longer be deemed to have been issued by virtue of such computationissued. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect adjustment, if any, of the Exercise Price and the number of Warrant Shares issuable upon exercise of such Common Stock Equivalents Warrants as a consequence of such Options or Convertible Securities on the basis of: : (i1) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants Options or other rights or any such right of conversion or exchangeexchange (including Options or rights treated as exercised, otherwise cancelled or acquired in connection with any settlement), as having been issued on the date or dates of any such exercise issuance as determined for purposes of the Previous Adjustment and for the total amount of consideration actually received and receivable therefor, and therefor (determined in the manner described in Section 5.3(b)(i) or (ii), as the case may be); (2) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the maximum number of shares of Common Stock (x) issuable upon the exercise (or upon the conversion or exchange of Convertible Securities issuable upon the exercise) of all Options which then remain outstanding and (y) issuable upon the conversion or exchange of all Convertible Securities which then remain outstanding, as having been issued; and (3) making the computations called for which this Warrant is exercisable in Section 5.3(a) hereof on the basis of the revised terms of such outstanding Options or Convertible Securities, as the case may be, as if they were newly issued at the time of such revision. Any adjustment of the Exercise Price and the number of Warrant Price then in effect shall be made, which new adjustment Shares issuable upon exercise of the Warrants resulting from such recomputation shall supersede the previous adjustment so rescinded and annulledPrevious Adjustment.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) 4.6 or Section 4(f) 4.7 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: (ic) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.and

Superseding Adjustment. (i) If, at any time after any adjustment of the number of shares of Common Series B Preferred Stock for into which this Warrant is exercisable and the Warrant Current Preferred Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f) 4.4 as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (ix) such warrants or other rights, or the right of conversion to exercise, convert or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be Equivalents shall not have been exercisedexpire unexercised, or (iiy) the conversion rate or consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such conversion rate or consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant any such previous adjustment adjustments to the Current Preferred Price and the number of shares of Series B Preferred Stock for which this Warrant is exercisable shall be rescinded and annulled and the Additional Shares additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. . (ii) Upon the occurrence of an event set forth in this Section 4(g4.5(i) above, above there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares additional shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of exercise, conversion or exchangeexchange of such Common Stock Equivalents, as having been issued on the date or dates of any such exercise exercise, conversion or exchange and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the conversion rate or consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of to the number of shares of Common Series B Preferred Stock for which this Warrant is exercisable and the Warrant Current Preferred Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Conversion Price then in effect shall have been made pursuant to Section 4(e) or Section 4(f5(d)(i) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (ix) such warrants or other rightsCommon Stock Equivalents, or the right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be be, shall not have been exercised, or (iiy) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, Equivalents shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventincreased, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g5(d)(iv) above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights Common Stock Equivalents or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares Additional Shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Conversion Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) 3D or Section 4(f) 3E as the result of any issuance of warrants, other rights or Common Stock EquivalentsConvertible Securities, and either (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, ; or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants, rights, or Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, decreased; then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which that were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such warrants or rights or other Convertible Securities on the then outstanding Warrants, but not on any then outstanding shares of Common Stock Equivalents that have theretofore been issued on exercise of this Warrant, on the basis of: of (i) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, ; and (ii) treating any such Common Stock Equivalents which warrants or rights or any such other Convertible Securities that then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulledwarrants or rights or other Convertible Securities.

Superseding Adjustment. If, If at any time after any adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall have been made on the basis of the issuance of any options or rights, or convertible or exchangeable securities (or options or rights with respect to such securities) pursuant to Section 4(e5.03: (a) the options or Section 4(f) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rights, shall expire prior to exercise or the right of conversion to convert or exchange in any such other Common Stock Equivalents, securities shall expire, and all terminate; or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may be shall not have been exercised, or Warrant Agreement ----------------- (iib) the consideration per share for which shares of Common Stock are issuable pursuant to the terms of such Common Stock Equivalents, options or rights or convertible or exchangeable securities shall be increased solely or decreased, other than under or by virtue reason of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventdesigned to protect against dilution, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled annulled, and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) above, there thereupon a recomputation shall be a recomputation made of the effect of such options or rights or convertible or exchangeable securities with respect to shares of Common Stock Equivalents on the basis of: : (iA) treating the number of Additional Shares shares of Common Stock or other propertyStock, if any, theretofore actually issued or issuable pursuant to the previous exercise exercise, conversion or exchange of any such warrants or other options, rights or any such right of conversion or exchange, securities as having been issued on the date or dates of any such exercise exercise, conversion or exchange and for the aggregate consideration actually received and receivable therefor, and and (iiB) treating any such Common Stock Equivalents options, rights or securities which then remain outstanding as having been granted or issued immediately after the time of such increase of or decrease for the aggregate consideration per share for which shares of Common Stock or other property are issuable under upon exercise, conversion or exchange of such Common Stock Equivalents; whereupon options, rights or securities. To the extent called for by the foregoing provisions of this Section 5.04 on the basis aforesaid, a new adjustment of in the number of shares of Common Warrant Stock for which this Warrant is exercisable and the Warrant Price then in effect comprising a Stock Unit shall be mademade in accordance with Section 5.03, determined using the Current Market Value as determined at the time of the previous adjustment, which new adjustment shall supersede the previous adjustment so rescinded and annulled. If the exercise, conversion or exchange price provided for in any such option, right or security shall decrease at any time under or by reason of provisions designed to protect against dilution and there has been no anti-dilution adjustment under this Article V related to the same event, then in the case of the delivery of shares of Common Stock upon the exercise, conversion or exchange of any such option, right or security, the Stock Unit purchasable upon the exercise of a Warrant shall forthwith be adjusted (using a weighted average basis in accordance with the formula set forth in Section 5.03 and using the Current Market Value as determined at the time of initial issuance or sale thereof) in the manner which would have been obtained had the adjustment made upon issuance of such option, right or security been made upon the basis of the issuance of (and the aggregate consideration received for) the shares of Common Stock delivered as aforesaid.

Superseding Adjustment. If, If at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Applicable Exercise Price(s) shall have been made pursuant to Section 4(e7(d) or Section 4(f7(e) as the result of any issuance of warrants, other rights or Common Stock Equivalents, and Convertible Securities, (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the basis of: : (iA) treating the number of Additional Shares shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iiB) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalentswarrants or rights or other convertible Securities; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect Applicable Exercise Price(s) shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall have been made pursuant to Section 4(e) 5.3 or Section 4(f) 5.4 as the result of any issuance of warrants, other rights or Common Stock EquivalentsConvertible Securities, and either (ia) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or or (iib) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or such other Convertible Securities, shall be increased solely or decreased by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventcontained, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the then outstanding Warrants, but not on any then outstanding Warrant Stock, on the basis of: of ACI WARRANT 12 (ia) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and and (iib) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulledwarrants or rights or other Convertible Securities.

Superseding Adjustment. If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and of the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) 4.4 or Section 4(f) 4.5 as the result of any issuance of warrants, other options, rights or Common Stock EquivalentsConvertible Securities, and (i) such warrants warrants, options or other rights, or the right of conversion or exchange in of such other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants warrants, options or other rights, rights or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or (ii) the consideration per share for which shares of Common Stock are issuable pursuant to such Common Stock Equivalents, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation -11- made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents warrants, options or rights or Convertible Securities on the basis of: of (ia) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants warrants, options or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (iib) treating any such Common Stock Equivalents warrants, options or rights or any such Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; warrants, options or rights or other Convertible Securities, whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment. If, at any time after any adjustment of to the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Exercise Price then in effect shall have xxxx been made pursuant to Section 4(esubparagraphs (d), (e) or Section 4(f(f) above as the result of any issuance of warrants, other rights or Common Stock EquivalentsConvertible Securities, and either (i) such warrants or other rights, or the right of conversion or exchange in such any other Common Stock EquivalentsConvertible Securities, shall expire, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercised, or ; or (ii) the consideration per share for which shares of Class B Common Stock are issuable pursuant to such Common Stock Equivalentswarrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event, ; then for each outstanding Warrant such previous adjustment shall be rescinded and annulled and the Additional Shares of Class B Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the occurrence of an event set forth in this Section 4(g) aboveThereupon, there a recomputation shall be a recomputation made of the effect of such Common Stock Equivalents rights or options or other Convertible Securities on the Exercise Price on the basis of: (iiii) treating the number of Additional Shares shares of Class B Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and ; and (iiiv) treating any such Common Stock Equivalents warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Class B Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulledwarrants or rights or other Convertible Securities.

Superseding Adjustment. (a) If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect shall have been made pursuant to Section 4(e) 4.4 or Section 4(f) 4.5 as the result of any issuance of warrants, other rights or Common Stock EquivalentsConvertible Securities, and (i) such warrants or other rights, or the right of conversion or exchange in such other Common Stock EquivalentsConvertible Securities, shall expireexpire or be rescinded or canceled or be determined to be illegal, and all or a portion of such warrants or other rights, or the right of conversion or exchange with respect to all or a portion of such other Common Stock EquivalentsConvertible Securities, as the case may be be, shall not have been exercisedexercised (because they have expired, been rescinded or (ii) the consideration per share for which shares of Common Stock are issuable pursuant canceled or determined to such Common Stock Equivalentsbe illegal), shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or eventthen, then for each outstanding Warrant Warrant: (i) such previous adjustment to the Warrant made with respect to the issuance of such warrants, rights or Convertible Securities shall be rescinded and annulled and the any Additional Shares of Common Stock which were deemed to have been issued (but not in fact issued) by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Upon ; and (ii) a new adjustment of the occurrence number of an event set forth in shares of Common Stock for which this Section 4(g) above, there Warrant is exercisable and the Current Warrant Price shall be a recomputation made of the effect of such Common Stock Equivalents on the basis of: : (A) treating any Additional Shares of Common Stock which were in fact issued pursuant to such warrants, rights or Convertible Securities as having been issued for the consideration per share which was received; and (B) treating any such warrants or rights or Convertible Securities (if any) which then remain outstanding and are not expired, rescinded, canceled or declared illegal as having been newly granted or issued immediately after the time of such expiration, rescinding, cancellation or declaration of illegality and treating the number of Additional Shares of Common Stock or other property issuable pursuant to such warrants, rights or Convertible Securities as having been issued on such date for the consideration receivable therefor thereunder on such date. (b) If, at any time after any adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall have been made pursuant to Section 4.4 or Section 4.5 as the result of any issuance of warrants, rights or Convertible Securities, the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or fights or Convertible Securities shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event then, for each outstanding Warrant: (i) such previous adjustment made with respect to the issuance of such warrants, rights or Convertible Securities shall be rescinded and annulled and any Additional Shares of Common Stock which were deemed to have been issued (but not in fact issued) by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation; and (ii) a new adjustment of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be made on the basis of: (A) treating the number of Additional Shares of Common Stock or other property, I if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or other rights or any such right of conversion or exchange, Convertible Securities as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and ; and (iiB) treating any such Common Stock Equivalents warrants or rights or Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such Common Stock Equivalents; whereupon a new adjustment of warrants or rights or other Convertible Securities and treating the number of shares Additional Shares of Common Stock or other property issuable pursuant to such warrants, rights or Convertible Securities as having been issued on such date for which this Warrant is exercisable and the Warrant Price then consideration receivable therefor after giving effect to such increase in effect shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulledconsideration per share.